SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
75 Hammond Street
Worcester, Massachusetts 01610
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 24, 1996
PLEASE TAKE NOTICE that the 1996 annual meeting of the shareholders of
Providence and Worcester Railroad Company (the "Company") will be held at the
Crowne Plaza, Lincoln Square, Worcester, Massachusetts, on Wednesday, April 24,
1996 at 10:00 o'clock A.M., local time, for the following purposes:
(1) To elect 4 directors (by the holders of Common Stock only) and 8 directors
(by the holders of Preferred Stock only) to serve for terms of one year and
until their successors are elected and qualified;
(2) To approve the appointment of Deloitte & Touche LLP as independent
auditors of the accounts of the Company for 1996 (by the holders of Common
Stock and Preferred Stock, voting as separate classes); and
(3) To transact such other business, if any, as may properly come before the
meeting or any adjournment or adjournments thereof (by the holders of Common
Stock and Preferred Stock, voting as separate classes).
Holders of record of the Common Stock or Preferred Stock on the books of the
Company as of the close of business on March 1, 1996 will be entitled to vote.
By Order of the Board of Directors
HEIDI J. EDDINS
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Worcester, Massachusetts
March 22, 1996
If you are the holder of record of only one class of the Company's
capital stock, only one proxy card is enclosed. If you are the holder of
record of both Common Stock and Preferred Stock, two proxy cards are enclosed.
Kindly fill in, date and sign the enclosed proxy card(s) and promptly return
the same in the enclosed addressed envelope, which requires no postage if
mailed in the United States. If you are personally present at the meeting,
the proxy or proxies will not be used without your consent.
<PAGE>
PROVIDENCE AND WORCESTER RAILROAD COMPANY
PROXY STATEMENT
Annual Meeting of Shareholders
April 24, 1996
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy or proxies are solicited by the Board of
Directors of Providence and Worcester Railroad Company (herein called the
"Company"), in connection with the annual meeting of the shareholders to be held
April 24, 1996; the Company will bear the cost of such solicitation. It is
expected that the solicitation of proxies will be primarily by mail. Proxies
may also be solicited personally by regular employees of the Company at nominal
cost. The Company may reimburse brokerage houses and other custodians, nominees
and fiduciaries holding stock for others in their names, or in those of their
nominees, for their reasonable out-of-pocket expenses in sending proxy materials
to their principals or beneficial owners and obtaining their proxies. Any
shareholder giving a proxy has the power to revoke it at any time prior to
its exercise, but the revocation of a proxy will not be effective until notice
thereof has been given to the Secretary of the Company. Notice of revocation
may be delivered in writing to the Secretary prior to the meeting or may be
transmitted orally to the Secretary at the meeting. Every properly signed
proxy will be voted in accordance with the specifications made thereon.
This proxy statement and the accompanying proxy or proxies are
expected to be first sent to shareholders on March 22, 1996.
VOTING AT MEETING
Only shareholders of record at the close of business on March 1, 1996
will be entitled to vote at the meeting. Under the Company's charter, the
holders of the Company's Common Stock, voting separately as a class, are
entitled to one vote for each share held in the election of one-third (1/3)
of the Board of Directors of the Company proposed to be elected at the meeting.
The holders of the Company's Preferred Stock, voting separately as a class, are
entitled to one vote for each share held in the election of the balance of the
Board of Directors proposed to be elected at the meeting. The holders of the
Company's Common Stock and the holders of the Company's Preferred Stock are
entitled to one vote per share, voting as separate classes and not together,
upon all other matters presented to the shareholders for their approval.
Common Stock directors will be elected in each case by vote of the holders of a
majority of the Common Stock present or represented at the meeting, and the
Preferred Stock directors will be similarly elected by the holders of a
majority of the Preferred Stock.
Shares represented by proxies which are marked "withhold authority"
with respect to the election of any particular nominee for director, "abstain"
with respect to any other matter, or to deny discretionary authority on any
other matters will be counted as shares present and entitled to vote, and
accordingly any such marking of a proxy will have the same effect as a vote
against the proposal to which it relates.
<PAGE>
Brokers who hold shares in street name may lack authority to vote such shares
on certain items, absent specific instructions from their customers. Shares
subject to such "broker non-votes" will not be treated as shares entitled to
vote on the matters to which they relate and therefore will be treated as not
present at the meeting for those purposes, but otherwise will have no effect on
the outcome of the voting on such matters. It is not presently anticipated
that any matter which might be the subject of a "broker non-vote" will come
before the annual meeting.
On the record date, there were 2,163,676 shares of the Company's
Common Stock and 653 shares of the Company's Preferred Stock outstanding.
ELECTION OF DIRECTORS
At the annual meeting, 4 Common Stock directors and 8 Preferred Stock
directors are to be elected, and each will hold office until the next annual
meeting and until his successor is elected and qualified. The proxies named in
the accompanying proxy or proxies, who have been designated by the Board of
Directors, intend to vote, unless otherwise instructed, for the election
to the Board of Directors of the persons named below, all of whom except for
Mr. McCollam, Jr. are now directors of the Company. Certain information
concerning such nominees is set forth below:
<TABLE>
<S> <C> <C>
Principal Occupation Director
Name and Age During Past Five Years Since
Common Stock Director Nominees:
Robert H. Eder (63) Chairman of the Company 1965
Carl P. Belke (44) Vice President of the Company 1995
(prior to July 1995, Director-Project
Development and Government Affairs,
Canadian Pacific Rail Systems)
Ronald P. Chrzanowski (53) Vice President of the Company 1989
William J. LeDoux (64) Attorney 1990
Preferred Stock Director Nominees:
Orville R. Harrold (63) President of the Company 1978
Frank W. Barrett (56) Executive Vice President, 1995
Springfield Institution for Savings
Phillip D. Brown (52) President and CEO, Unibank for 1995
Savings
John H. Cronin (62) Retired; until September 1995, 1986
President, Ideal Products, Inc.
(restaurant supplies)
Robert J. Easton (52) Treasurer of the Company 1989
J. Joseph Garrahy (65) President, J. Joseph Garrahy & 1992
Associates, Inc.
(business consultants)
John J. Healy (59) President and Chief Executive 1991
Officer, HMA Behavioral Health, Inc.
(behavioral health care management
services)
Charles M. McCollam, Jr. (63) President, Bertha M. McCollam, Inc.
(insurance) and President, McCollam
Associates (consultant)
</TABLE>
<PAGE>
Dates of directorships include directorships of the Company's
predecessors.
Mr. Eder is also a director of Capital Properties, Inc. (a real estate
holding company).
Except as noted in the above table, all of the present directors and
nominees have been engaged in their present principal occupations in the same
or similar capacities during the past five years.
In 1995, the Board created a Stock Option & Compensation Committee
currently comprised of William J. LeDoux, Chairman, John J. Healy, and Francis
M. White. Mr.White has decided, for health reasons, not to stand for reelection
as a director.
The Board of Directors has an Audit Committee currently comprised of
John H. Cronin, Chairman, J. Joseph Garrahy, and Phillip D. Brown. The Audit
Committee is primarily responsible for overseeing the Company's internal
accounting procedures and its relationship with its independent auditors. The
Board does not have a nominating committee.
The Board of Directors held five meetings; the Audit Committee held
three meetings and the Stock Option & Compensation Committee held one meeting
during the fiscal year ended December 31, 1995.
During the fiscal year ended December 31, 1995, each director who was
not an employee of the Company received a base fee of $500 for each attended
meeting of the Board of Directors plus $50 per attended meeting for each year of
service as a director, and each member of the Audit Committee and the Stock
Option & Compensation Committee received $300 for each attended meeting of the
committee (other than the Chairman, who received $350).
During the month of January of each year, directors of the Company who
were serving as such on the preceding December 31 and are not fulltime employees
of the Company are granted options for the purchase of 100 shares of the Common
Stock of the Company, plus options for an additional ten shares for each full
year of service to the Company. The exercise price is the last sale price of
the Common Stock on the last business day of the preceding year, and the term
of each option is ten years (subject to earlier termination if the grantee
ceases to serve as a director), provided, no option is exercisable within six
months following the date of grant.
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid or accrued by
the Company to its Chief Executive Officer and each of its four most highly
compensated executive officers who earned more than $100,000 in salary and bonus
in 1995, for services rendered in all capacities to the Company during 1995.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
Compensation
Awards
<S> <C> <C> <C> <C> <C>
Name and Securities All Other
Principal Underlying Compensation
Position Year Salary($) Options/SARs (#) ($)(1)
Robert H. Eder 1995 $272,513 - $48,117
Chairman and 1994 $265,002 - $47,413
Chief Executive 1993 $253,542 - $49,901
Officer
Orville R. Harrold 1995 $222,421 888 $40,510
President 1994 $203,962 897 $39,784
1993 $195,547 966 $40,874
Ronald P. 1995 $123,003 448 $ 7,396
Chrzanowski 1994 $118,804 463 $ 7,160
Vice President 1993 $115,247 493 $ 5,663
Heidi J. Eddins 1995 $127,444 301 $ 7,713
Secretary and 1994 $118,658 268 $ 7,203
General Counsel 1993 $110,744 277 $ 5,416
Robert J. Easton 1995 $113,706 203 $ 6,880
Treasurer 1994 $107,136 244 $ 6,474
1993 $102,075 255 $ 4,983
</TABLE>
(1)Includes (i) premiums paid for life insurance coverage and (ii) amounts paid
directly to the accounts of officers under the Company's simplified employee
pension plan.
<TABLE>
Life Insurance Premiums Employee Pension Plan
<S> <C> <C>
Mr. Eder $39,117 $ 9,000
Mr. Harrold $31,510 $ 9,000
Mr. Chrzanowski $ 7,396
Mrs. Eddins $ 7,713
Mr. Easton $ 6,880
</TABLE>
<PAGE>
<TABLE>
Option/SAR Grants in Last Fiscal Year(1)
Individual Grants
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to Exercise or
SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date(2)
<S> <C> <C> <C> <C>
Orville R. Harrold 888 13% $7.00 January 2, 2005
Ronald P. 448 7% $7.00 January 2, 2005
Chrzanowski
Heidi J. Eddins 301 4% $7.00 January 2, 2005
Robert J. Easton 203 3% $7.00 January 2, 2005
</TABLE>
(1) An "SAR" is a stock appreciation right, a form of incentive compensation
usually based on increases in the market value of a company's publicly traded
stock. The Company does not grant SARs, but it does grant options for shares of
its Common Stock under its Non-Qualified Stock Option Plan.
(2) All options are fully exercisable during the period July 2, 1995-January 2,
2005, subject to earlier termination in the event of the termination of the
grantee's employment.
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value ($)(1) Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable(2) Unexercisable(3)
<S> <C> <C> <C> <C>
Orville R. Harrold 1,226 $1,258 1,543 $ 0
Ronald P. 521 $ 262 417 $ 0
Chrzanowski
Heidi J. Eddins 508 $1,100 842 $ 0
Robert J. Easton 255 $ 956 807 $ 258
</TABLE>
(1) Based on the last sale price of the Common Stock on the date of exercise
minus the exercise price.
(2) All options are presently exercisable.
(3) Based on the last sale price of the Common Stock on December 29, 1995
minus the exercise price.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table set forth below reflects the only persons (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934) who, to the best of the Company's knowledge, were on March 1, 1996 the
beneficial owners of more than five percent of the Company's outstanding Common
Stock, $.50 par value, or Preferred Stock, $50 par value. Each share of the
Company's outstanding Preferred Stock is convertible at any time, at the option
of the holder, into one hundred shares of Common Stock of the Company. The
footnote to the table below sets forth the percentages of the outstanding
Common Stock which would be held by the indicated owners if such owners'
Preferred Stock were converted in whole into Common Stock.
<TABLE>
<S> <C> <C>
Percent
Name and Address Number of Shares Owned of Class (1)
Robert H. and Linda Eder 996,492 (Common) 46%
2441 S.E. Bahia Way 500 (Preferred) 77%
Stuart, Florida 34996
</TABLE>
(1) Assuming no conversion of Preferred Stock. If their Preferred Stock
were converted in whole to Common Stock, Mr. and Mrs. Eder would own 48% of the
outstanding Common Stock.
Of the shares owned by Mr. and Mrs. Eder, 921,912 Common shares and 500
Preferred shares were held directly by Mr. Eder, and 74,580 Common shares were
held directly by Mrs. Eder. By reason of their ownership, Mr. and Mrs. Eder may
be deemed to be "control persons" with respect to the Company.
The following table reflects as of March 1, 1996, the beneficial ownership
of shares of Common Stock and Preferred Stock of the Company by directors,
nominees for director and officers of the Company, all shares being owned
directly except as otherwise noted:
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Common Shares Preferred Percent
Name of Individual Shares Subject to Percent of Shares of
Identification of GroupOwned(1) Options(2) Class (1) Owned Class
Frank W. Barrett 500 - * - -
Carl P. Belke 100 - * - -
Phillip D. Brown 100 - * - -
Ronald P. 3,690 417 * - -
Chranowski
John H. Cronin 660 470 * - -
Robert J. Easton 816(a) 807 * - -
Heidi J. Eddins 2,259(b) 842 * - -
Robert H. Eder See "Security Ownership of Certain Beneficial Owners
and Management", above.
J. Joseph Garrahy 500 360 * - -
Orville R. Harrold 19,100(c) 1,543 * - -
John J. Healy 300 390 * - -
William J. LeDoux 600 720 * - -
Charles M.
McCollam, Jr.. - - * - -
All directors
and officers
as a group
(12 persons) 1,025,117 5,549 47% 500 77%
</TABLE>
<PAGE>
(1)Assumes no conversion of Preferred Stock and excludes shares which may be
acquired by the exercise of options.
(2)Includes options exercisable within 60 days.
* Less than 1%
(a)Includes 18 shares held by Mr. Easton's wife in her name.
(b) Includes 438 shares held by Mrs. Eddins' minor children under the Uniform
Gift to Minors Act.
(c)Includes 1700 Common shares held by Mr. Harrold's wife in her own name, and
2600 Common shares held by a custodian in an individual retirement account for
the benefit of Mr. Harrold.
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten-percent beneficial owners also are required by rules promul-
gated by the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company or written representations that no Form 5 filings were required, the
Company believes that during 1995 its officers, directors and greater than
ten-percent beneficial owners complied with all applicable Section 16(a) filing
requirements.
CERTAIN TRANSACTIONS
In 1988, in accordance with a plan of distribution, shares of the
Company were distributed to the stockholders of Capital Properties, Inc.
("Capital Properties") on a pro rata basis. Mr. Eder and his wife own 52.3%
of the outstanding common stock of Capital Properties. As part of the plan,
the Company issued to Capital Properties a promissory note in the amount of
$9,377,000 payable over a period of twenty years with interest at 12% per year,
prepayable at any time without penalty.
During 1995, the Company and Capital Properties negotiated an agreement
reducing the interest rate to 10% and providing for the Company's prepayment
of $1,800,000 on its note. The prepayment by the Company together with the
interest rate adjustment results in a current monthly payment of principal and
interest over the remaining twelve-year term of the note in the amount of
$55,000. At December 31, 1995, the balance on the note due Capital Properties
is $4,597,000. The agreement further provides that the first $200,000 of any
future prepayments will reduce the required monthly payment; thereafter, 50% of
any additional prepayments will reduce the required monthly payments.
Prior to negotiating the agreement, the Company made additional voluntary
prepayments totaling $55,000 and $300,000 during 1995 and 1994, respectively.
During 1995, the Company also entered into an agreement with Capital
Properties releasing a portion of the collateral securing the note in exchange
for the right to have the Company convey the Wilkesbarre Pier in East
Providence, Rhode Island for the sum of $1 to a purchaser of Capital Properties'
petroleum terminal facilities in East Providence, Rhode Island; in any such
<PAGE>
conveyance the Company would retain certain rights to use the pier. The note
is now secured by a first mortgage on a significant portion of the Company's
operating right-of-way in Massachusetts, exclusive of the track structure
which includes rails, ties, fasteners and ballast.
INDEPENDENT PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors has recommended that
Deloitte & Touche LLP, who acted as independent auditors of the accounts of the
Company for 1995, be appointed as independent auditors of the accounts of the
Company for the year 1996. As a matter of corporate practice, the shareholders
will be asked to approve the appointment. The Company has recently been advised
by Deloitte & Touche LLP that they have no direct financial interest or any
material indirect financial interest in the Company, nor have they had any
connection during the past three years with the Company in the capacity of
promoter, underwriter, voting trustee, director, officer or employee.
It is expected that a representative of Deloitte & Touche LLP will be
present at the annual meeting with the opportunity to make a statement if he so
desires, and that such representative will be available to respond to
appropriate questions.
FINANCIAL STATEMENTS
A copy of the annual report of the Company for the year ended December 31,
1995 is enclosed. Such report is not part of this proxy statement.
PROPOSALS FOR 1997 ANNUAL MEETING
The 1997 annual meeting of the shareholders of the Company is scheduled
to be held April 30, 1997. If a shareholder intending to present a proposal at
that meeting wishes to have a proper proposal included in the Company's proxy
statement and form of proxy relating to the meeting, the shareholder must submit
the proposal to the Company not later than November 28, 1996.
OTHER MATTERS
No business other than that set forth in the attached Notice of Meeting
is expected to come before the annual meeting, but should any other matters
requiring a vote of shareholders arise, including a question of adjourning the
meeting, the persons named in the accompanying proxy will vote thereon according
to their best judgment in the interests of the Company. In the event any of
the nominees for the office of director should withdraw or otherwise become
unavailable for reasons not presently known, the persons named as proxies will
vote for other persons in their place in what they consider the best interests
of the Company.
By Order of the Board of Directors
HEIDI J. EDDINS
Secretary and General Counsel
PROVIDENCE AND WORCESTER RAILROAD COMPANY
Dated: March 22, 1996
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY (COMMON STOCK)
Annual Meeting of Shareholders - April 24, 1996
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the
Common Stock of the undersigned in Providence and Worcester Railroad
Company at the annual meeting of shareholders to be held on April 24,
1996 in Worcester, Massachusetts, and at any adjournments thereof, as
follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except as
marked to the contrary below)
WITHHOLD AUTHORITY to vote for all nominees listed below __
C. Belke, R. Chrzanowski, R. Eder, W. LeDoux
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1996: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1996
When signing as attorney, executor, administrator, trustee, guardian
or in a corporate capacity, please give full title as such. In case
of joint tenants or multiple owners, each party must sign.)
Signed:..................................
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
PROXY PROVIDENCE AND WORCESTER RAILROAD COMPANY (PREFERRED STOCK)
Annual Meeting of Shareholders - April 24, 1996
The undersigned, whose signature appears on the reverse side of this
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Ronald P.
Chrzanowski, or a majority of such of them as shall be present,
attorneys with power of substitution and with all the powers the
undersigned would possess if personally present, to vote the Preferred
Stock of the undersigned in Providence and Worcester Railroad Company
at the annual meeting of shareholders to be held on April 24, 1996 in
Worcester, Massachusetts, and at any adjournments thereof, as follows:
1. ELECTION OF DIRECTORS: FOR all nominees listed below (except
WITHHOLD AUTHORITY to vote for all as marked to the contrary below)
nominees listed below __
F. Barrett, P. Brown, J. Cronin, R. Easton,
J. Garrahy, O. Harrold, J. Healy, C. McCollam
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_______________________________________________________________________
_______________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF DELOITTE & TOUCHE as
independent auditors of the Company
for 1996: __ FOR __ AGAINST __ ABSTAIN
3. In their discretion, upon such other matters as may properly come
before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted for Proposals 1 and 2.
PLEASE DATE, SIGN AND RETURN THIS PROXY
(Sign exactly as your name appears hereon.
Dated:............................., 1996
When signing as attorney, executor, administrator,trustee, guardian or
in a corporate capacity, please give full title as such. In case of
joint tenants or multiple owners, each party must sign.)
Signed:..................................
.........................................
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY
